Like Ships In The Night (You Keep Passing Me By)
by mryddinwilt
Summary: In which Princess Emma does a reverse Cinderella and meets a Captain in a tavern instead of a Prince at a ball. It should have been a one time thing but fate had other plans. This is a non-curse Enchanted Forest AU, with some missed opportunities and enemies to lovers thrown in for fun.
1. Chapter 1

Princess Emma's deerskin slippers made no sound as she walked the darkened street. Up on the hill over looking the port town the imposing and elegant walls of the castle glowed with the light of hundreds of fires and candles. She imagined she could hear the music and laughter of her farewell ball spilling out with the light even though it was impossible at this distance. From this distance the castle looked more like the model in her long abandoned nursery. For a moment she wished to be the young carefree Princess in that nursery and not a woman of twenty-four tasked with a delicate diplomatic mission.

She tore her eyes from the castle and settled them on the mostly empty streets trying to decide which direction would offer her the most distraction. After a few moments consideration she turned toward the harbor and the dockside taverns. She had escaped the castle to enjoy a night of anonymity and freedom before the months of scrutiny and obligation began and sailors seemed the least likely to recognize her. It had been years since she had snuck away from her duties and even longer since she had ventured to the port town instead of one of the closer castle villages.

Dressing up as a peasant had been the game of her youth. Escaping her bodyguards, getting drunk, kissing a village boy, winning a game of chance, and making friends had all felt so freeing and exciting; adventures that proved she was no longer a child. Those small adventures were eventually eclipsed by her diplomatic travels, actual dangers and other hard learned lessons. The palace became her refuge not a place to escape.

Except tonight in the press of people congratulating her and wishing her happiness and safety in her journey she had once again felt that suffocating trapped feeling. The need to escape was overwhelming. She had slipped from the ball room, through the kitchens and the secret service tunnel where miraculously one of her old peasant gowns had still waited.

She tugged at the gown now as she walked closer to the docks and the forest of masts in the harbor. It didn't quite fit in the chest, her breasts spilling out a bit more than she was used to in her royal gowns, and the material was rougher than she remembered. She ran her hands down her skirt ensuring that the dagger was still discreetly hidden and pulled her long golden hair over her chest.

The streets near the dockside taverns were dotted with people. Drunken shouts and songs echoed along with moaning from various alleyways. It felt alive and raw in a way Emma had forgotten existed and she smiled; this was just what she needed.

The tight coil in her shoulders loosened as she pushed open the door of the "Royal Swan" Light, warmth, noise, and the smell of beer greeted her. She glanced over the room. There was not a uniform in sight and the men looked rough but not dangerous. There was a generous amount of women some serving drinks others glued to the sides of men. Emma wondered how many were there for a free drink and some fun and how many were working and if it really mattered either way.

The place felt just on the margin of safe and dangerous. She locked eyes with a brunette bar maid who gave her a nod and came her way after dropping off a tankard.

"You looking to work?"

Emma shook her head. "Just for a good time." She was careful to elongate her vowels and disguise the precise diction that would immediately identify her as not belonging.

The woman gave her an assessing look and a short nod. "Well there are plenty men here willing to show you a good time." A loud burst of laughter caused them both to turn toward the table in the back. Emma caught her breath.

A dark haired man dressed entirely in black leather sat sandwiched between two women. He laughed as two large men stood from their table throwing gold coins down.

"Thanks for playing mates," he called as the women collected the coins from the table for him. His smile and swagger stirred something in Emma, the excitement of a challenge or maybe just raw physical attraction.

"What about him?" she asked.

"The Captain?" The brunette gave her a slow smile. "Oh he knows how to have a good time. Though if it's a warm bed you want look elsewhere, he rarely takes anyone for the night."

Emma nodded the assessment just what she could have wished. She was only looking for a few hours distraction not a royal scandal.

She squared her shoulders, tucking her hair behind her ears as she walked towards him. He was too engrossed in the women that flanked him to notice her approach so she placed her hands firmly on the table and leaned forward to get his attention.

"What are you playing?"

He looked up, past her exposed breasts and straight into her eyes. Emma felt a zing as he raised an eyebrow.

"Whatever you prefer, lass. As long as you have coin." His voice was deep and his diction a little too refined for a dockside tavern. She smirked at him and settled across the table their knees bumping purposefully. The other two women glared daggers at her but she ignored them.

"Liars dice," she said as she placed a copper coin on the table.

"If the lady insists." Her eyes jumped to his face at the title but she saw no recognition there only a smug confidence. She looked down and scooped up the dice. She rolled them in her hand for a long moment; surprised that they weren't weighted–she was used to playing cheaters. She grinned and released the dice on the grimy table.

They played for a long time. Exchanging barbs as money changed hands repeatedly. The Captain was a good player but Emma was better. Her pile of coins grew bigger but he didn't seem to mind losing or to mind when the two girls at his side left for drinks and didn't return. Emma guessed they had gone to find men who were less distracted. After their departure he placed his left hand on the table and that's when Emma saw that he didn't have a left hand but a silver hook.

Her alarm was tempered by her excitement. She had guessed the man was a pirate but it had not occurred to her that he might be a famous one and certainly not the infamous Captain Hook. From the stories she had always pictured Captain Hook as a man closer to her father's age. He caught her stare and she looked away; her manners finally taking hold.

"No need to be scared, love, I promise I only use it on my enemies."

"I'm not scared," she shot back.

"Are you sure? Perhaps you should come closer and prove it." His "t" came out so crisp Emma had to wonder again where he had been schooled. He smirked; his invitation clear. She knew that this was the moment she should collect her winnings and walk away. She had gotten what she came for, a chance to feel desired for herself and not her title, to laugh and pretend for a moment that the fate of the kingdom didn't rest on her shoulders. But she wasn't ready to leave and so with little hesitation she stood and crossed over to sit beside him on the bench.

He swung one leg over so he was facing her while straddling the wooden plank and she did the same. He slid closer pressing their knees together. To prove her lack of fear Emma slipped her hand along his left arm and grasped his hook. The metal was cold and the point looked dangerously sharp but she ran her fingers along it and then looked up at him through her lashes. He was watching her intently and when their eyes met she felt a spark of electricity that scared her much more than the weapon she was touching. She had been shamelessly flirting all night but this was something different, something more.

The moment was broken by the arrival of a bar maid with a bottle of rum and two glasses. Hook turned from her to pour them both a drink. Emma released his hook and took a deep breath.

"Let's play a game, darling," he offered her a glass "one of us asks a question and you can either answer or drink."

She took the glass as she contemplated his offer. It was a chance to learn more about him but it also presented the danger of him learning too much about her.

"I'll go first." It seemed to be a night for risk.

He gave her a wide grin and gestured for her to continue.

"Where did a pirate learn such manners and vocabulary?"

His smile dropped as he furrowed his brow; not the question he was expecting. His hand twitched on his glass but he didn't lift it.

"I was formally educated at the Royal Naval Academy of my kingdom."

"You were in a navy? How did you become a pirate?"

"Ah! Only one question at a time. It's my turn."

She frowned not at all sure she was ready for an invasive or impertinent question.

"Where did you learn to play liars dice?"

She relaxed. "When I was 15 I was taught by a farm boy in a tavern near…my home."

Hook didn't seem to notice her slight pause about the location and gave her a raised eyebrow as if her were trying to imagine that younger version of her.

"How did you become a pirate?"

Hook lifted his glass as if he would not answer. Emma shot him a pleading look; hoping to change his mind and not sure why she wanted to know the answer. He lowered the glass and met her eyes.

"I was a Lieutenant on a secret mission for a corrupt king. His villainy got my Captain killed and so I decided I would never fight or sail for anyone but myself. All royalty is corrupt. It's in their blood." His haunted eyes skittered from hers and he downed his drink even though the rules of the game didn't require it.

Emma bit her lip at his words. His hatred of royalty ran deep and it felt like a personal insult. She wondered what he would do if he knew who she really was. How quickly would his smirk change to a sneer?

He poured himself another drink and turned back to her.

"Why did you come here tonight?"

She wanted to lie but it felt wrong when he had just shared something personal. She fiddled with her glass but didn't lift it. "I suppose because I wanted a night off. To have fun and just be myself, no expectations, no pressure."

She gave him a half smile and he considered her with a slightly cocked head. There was understanding in his eyes and she thought that the life of a pirate captain might have as much pressure and loneliness as the life of a princess. It was her turn and she decided to lighten the tone; bring it back to the flirting they had started.

"Your tattoo, what does it mean?" She gestured to his forearm where she had noticed something that looked like a blade through a heart peeking out from his fallen cuff.

He glanced down at his arm as if surprised that she had seen it. He stared for a few long seconds and then looked back at her with a blank, almost lost look. Then he lifted his glass and drank the rum in one long swallow. It seemed she wasn't the only one with secrets.

"Have you ever been in love?" He asked as soon as he placed his glass on the table. There was a stab in her heart; she didn't know how to answer. She thought she had loved Neal, been sure of it, but then he had betrayed her and she was no longer sure. She took a drink. She could feel Hook's eyes on her and she returned them with defiance.

"And what about you Captain? Have you ever been in love?"

"Aye, I have been in love." He held her gaze as he spoke his voice rough and low. She dropped her eyes first and refilled both their glasses. He lifted his and sipped. Then he considered her taking in her hair and her clothing. Emma tensed waiting for him to ask his another probing question. The game was no doubt meant to be fun but somehow it had turned into personal revelations and Emma thought that no matter his question she was going to drink. He leaned closer and she could smell the leather of his clothes and the rum on his breath.

"What's your name?"

"Emma," she replied without thinking.

He lifted a lock of her hair with a smile and a low hum. She swallowed. Her heart had picked up pace and she realized that she hadn't been this close to a man since Neal. But being physical was easier than sharing emotions and she was happy he had changed to game.

"What's your name? You weren't born Captain Hook."

"Killian Jones," he answered with a smile.

She smiled feeling as if he had shared a secret with her. "Killian," she tried the syllables on her tongue and was rewarded with a wide smile.

"Emma," he murmured back.

She felt a thrill up her spine at the way he said her name like a caress. His eyes darted to her lips. She wanted to kiss him and in the moment she couldn't think of a single reason not too. She would never see him again. They were just two ships passing in the night. One kiss couldn't hurt. She surged forward, her hands gripping the collar of his leather coat as her mouth sealed on his. He was willing and eager and tasted of rum. His left arm wrapped around her lower back and drew her closer; her breasts pushed against his chest. He gave a moan and tangled his hand in her hair. Blood rushed in her ears and Emma felt a pull low in her belly telling her not to stop. The strength of her desire scared her and she pulled away. She released his jacket and pushed against his chest, hands connecting with his flushed skin. He fell back and dropped his arms.

"I have to go," she blurted out and then rose clumsily to her feet; still reeling from the kiss but needing to escape.

He blinked as if his mind couldn't process her declaration. She turned and fled.

She pushed through the crowd and out into the cold, salty air. She inhaled deeply and looked back at the now closed door. It was just a kiss with a practical stranger but it had ignited something, he had ignited something, that she didn't want to face.

A large group of rowdy men spilled from a tavern further down the street. Emma glanced up to see them advancing toward her and her already unsteady heart leapt. In the center of the group stood Blackbeard with his long red coat and cruel face. The same face that had twisted in anger when she had gotten the best of him six months ago. He had tried to take her ship as she traveled back from Arendelle but her men had fought back and Emma's blade had tasted his blood before he had called a retreat. He could not see her standing in the shadows but Emma knew the moment he identified her she was dead.

The door behind her opened and she jumped at the light that spilled out.

"Emma. You forgot your winnings."

She felt a wave of relief at the sound of Hook's voice. She reacted on instinct. Spinning around and grabbing his hook she pulled him into the shadows. She braced herself against the cold stone of the tavern and brought him close. His body blocking her from Blackbeard's sight. Once again she yanked his lips to hers but this time her passion was tinged with the fear of being discovered. Her ears were tuned to the sound of the group drawing closer even as Hook's hand wandered to her cup her cheek.

"Hook? Is that you?" Dread filled her at the sound of Blackbeard's voice and she froze. With a groan Hook pulled away. She buried her face in his neck and distractedly kissed the warm skin as she prayed that Blackbeard would leave quickly. Hook turned his head slightly.

"Aye. But I'm a bit busy, mate."

Lewd laughter bubbled up from the group. Emma heard the door banging open and imagined the men spilling into the tavern. She knew what they must think they were doing and she knew Kill–Hook–probably thought the same thing.

"Well when you're finished. Come and have a drink. I have a proposition for you."

Hook grunted and Blackbeard gave another laugh. Emma heard the door slam shut. She didn't move. Her nose stayed buried where his neck met his shoulder–the kissing forgotten in her agitation. She took a deep breath and his scent flooded her senses. He nosed at her hair and she wondered what he smelled that made him sigh.

She let herself sink into the comfort of his arms for a few moments as she gathered her thoughts. He stroked her hair gently. She tried not to think about why he had not tried to kiss her again; why he seemed content with chaste touches. She pulled away from his neck and met his gaze. She was startled by the look of concern she found there.

"I wouldn't let Blackbeard harm you, Emma." It was absurd because he was a pirate, as bad if not worse than Blackbeard, but his declaration made her feel safe. His arms made her feel safe.

His hand cupped her cheek and he pulled her to his lips. It was a soft, delicate kiss. A whisper of his lips against hers. Panic rose in her again. This was worse than their passionate kisses, much worse. He seemed to be asking her for a promise that she couldn't give. He pulled away and sighed–his breath hot on her cheek.

"I don't often come to this port but as Captain I could make an exception–with the right incentive." He gave her a smirk and a raised eyebrow that almost stopped her heart.

"Killian I–" She shook her head. "This was a one time thing."

His face fell and he moved away from her. Then he smiled, too bright, and Emma knew he was hiding his disappointment behind it. She wondered if he could see the disappointment in her eyes.

"As you wish."

Ridiculously she wanted to explain to him to let him know that if she was just a peasant in a port town she would ask him to return. But she couldn't tell him, could never see him again. He was avoiding her eyes and she realized how foolish it was for her to have come, to think that she could escape who she was, to let anyone close to her, even for one night. She pulled her shoulders back and strode away into the dark without another word. She didn't let herself look back.

When Emma arrived in her bedchamber she changed into her bed clothes without summoning the maid. Then made her way to her bed where she was surprised to find a note from her mother waiting for her on the pillow.

 _Dear Emma,_

 _I saw you leave and thought you had come to your room but you are not here. I assume you have left the castle. I am hoping you were just feeling overwhelmed and needed time elsewhere. But if you are having second thoughts dear daughter please tell us! A marriage alliance with Prince Walsh would be very advantageous for the kingdom but please don't agree if at the end of your visit you feel nothing for him. Your father and I want you to marry for love and we don't care if it's a prince or a shepherd. And I know after Neal you gave up on love but not all men are like him. I have hope that you will find a man worthy of your love. You should too._

Emma sighed and climbed into her bed. Her parents with their romantic story and True Love didn't understand what it meant to be betrayed, to be guarded, to never trust another with your heart. Emma didn't expect to fall in love with Prince Walsh and that's what she wanted. A marriage of convenience would protect her heart from ever being broken again.

That night she dreamed of concerned blue eyes and kisses that left her burning but the next morning she packed for her journey.

-/-/-/-/-/-

Authors Note: This is it for now. But if I get time and inspiration I might write a second part to this. But I like the more melancholy ending myself!


	2. Chapter 2

The ballroom glowed from the light of the crystal chandelier and countless candelabras, thousands of candles flickering and dancing in time to the music. The elegantly dressed nobles waltzed over the burnished black and gold floor the rustle of their clothes mixing with the sounds of voices and laughter as the music floated over them. It was all deeply familiar to Princess Emma–she had attended balls regularly since she was ten–and yet unsettlingly foreign. This was not her parents ballroom with delicate blue marble floors and the smell of the sea and roses wafting through the large glass windows. The dancers were not the familiar gentry from her kingdom nor the nearby royal families she was accustomed to seeing. This was not her castle, this was not her home.

Although Princess Emma had been in Prince Walsh's forest bound castle for almost two months she still felt like a stranger. She hoped that after they were wed and the castle was her residence she would feel differently. She hoped that the servants wouldn't scurry away from her in fear and the guards wouldn't keep her from exploring parts of the castle. She hoped that in time she would come to love the smell of the forest as much as she adored the salty tang of the ocean. She didn't love Walsh but she hoped she could learn to love his castle and kingdom as her own.

She wandered around the edges of the ballroom, smiling at the few nobles she recognized and reminding herself that very soon she would be their princess. She had come to Walsh's castle for the express purpose of being courted and discovering if she could find the love with him that her parents wished for her. But Emma wasn't looking for love, she had had love once and it had led to pain and betrayal. She wanted safety and stability for her kingdom and Prince Walsh could provide that with his strong army, deep coffers, and abundant timber industry. He had asked for her hand at the end of the first week and while Emma already knew it was inevitable it had taken her almost two months before she gave her formal acceptance.

Having made her way to the opposite side of the ballroom the princess paused at the refreshment table and took the cake offered by the server. She had seen the young girl about the castle and gave her small smile and thank you. As she nibbled on the treat her eyes scanned over the room once more. Walsh was dancing with a red-headed woman Emma had never seen before. She was very pretty and striking in her emerald green silk dress. Walsh smiled and laughed with her and Emma assumed they must be old acquaintances. She thought that perhaps she should feel jealousy at his flirting when the official announcement of their engagement was imminent but she felt only mild curiosity. Walsh wanted to marry her of that Emma was certain. Their courtship had only extended so long because of her indecision. She knew that some of her reluctance was tied to the letter her mother had left her and her father's words the morning of her departure. Like Queen Snow, Prince David wanted Emma to marry for love and had urged her to be sure. So she had felt it only right for her to try and throughly get to know Prince Walsh. However there was something else that held her back and though she could not discover the reason in the light of day at night she would dream of a tavern, a pirate, and sea blue eyes.

Her cake finished Emma accepted a small glass of wine from the servant and continued her circuit around the room. The spectacle of the dancers soon lost her interest and she found herself staring out a window into the dark garden and deep forest beyond. A full moon hung high in the sky and Emma remembered a similar moon guiding her back to the castle while her lips still tingled. She pushed the memory away and turned back to the ballroom. It was pointless to dwell on a man she would never see again.

As she turned she caught sight of Sir Locksley and smiled warmly. Robin of Locksley was one of the few people in the room that she truly knew. He had known her mother when they were both opposing unjust rulers and living in the forest. Once Snow had regained her kingdom she had provided a save haven for the thief as he continued his own struggle. Now that King Richard was back on the throne and Locksley restored to his estate with his wife and children and they visited rarely.

"Ah, Princess." He bowed. Emma curtsied but gave him a chastening look. He knew her too well to bother with titles, even in a foreign ballroom.

"Sir Locksley" she replied with a stiff formality that had him grinning. "Did my mother send you for moral support or to spy on me?" Robin lived near enough to Prince Walsh's kingdom to make his presence at the ball unremarkable but Emma was sure her parents had sent him.

His mouth quirked into a smirk and he leaned forward. "I think both?"

Emma gave an unladylike bark of laughter and then asked after Marian, Roland, and the other children. Lady Marian was unable to make the journey because of her pregnancy. Emma was particularly excited to hear of the latest addition to the family and expressed a wish to visit their estate and see the little one.

"I am sure that could be arranged. If Prince Walsh would allow it." Robin's eyes drifted to the dance floor and Emma could see him weighing and assessing Walsh and his flame haired companion. In the pause Emma sipped at her wine. "If you change your mind, Emma. Just say the word and I will personally escort you home."

Emma grabbed his arm and gave it a reassuring squeeze. "Thank you, Robin. But I don't think that will be necessary and beside I have my guards, my maid, and nothing to fear from Prince Walsh." He patted her hand and they shared a fond and familiar smile. The moment passed and Robin seemed to shake off the solemnity and gave her a wink.

"Now Princess Emma I have kept you talking too long. I young woman like you should be dancing."

"Certainly I will dance if you will ask me." Emma teased.

He guffawed. They both knew that for all his grace with bow or stealth in the forest Robin was a horrible dancer. "I think not. But I may have a young man–" his eyes searched the crowd before landing on the man he sought, "Ah! Yes. Viscount Charles." He began to guide them through the crowd. " I met him on my journey here. A very perceptive and clever chap. I am sure he will be an excellent partner. Perhaps better than the one you've chosen."

Emma gave Robin a scolding look–the time for matchmaking was long over–but he only laughed. They slowed and Emma turned her attention to the man they were approaching. His back was to them but Emma admired the cut of his deep blue coat and black trousers that matched his dark hair.

"Viscount Charles." Robin called and the man turned. Emma's breath caught as her eyes met familiar sea blue. "May I present Princess Emma."

She was grateful for a lifetime of etiquette lessons as she automatically sunk into a courtesy as the Viscount bowed. She thought that she was mistaken that Captain Killian Jones could not be here in a ballroom several days journey from any port, that her mind had conjured him and when she looked back up she would realize it was a stranger that only looked like the man from the tavern. Then he spoke.

"Princess Emma, a pleasure to meet you." If his deep voice and precise diction hadn't confirmed it the way his voice caressed the syllables of her name would have been proof. She rose from her curtsey and studied him. His hook was gone replaced by what appeared to be a gloved prosthetic. His dark hair was combed fashionably instead of windblown and his generous chest hair was hidden behind his properly buttoned shirt and a cravat tied in the latest style. He looked like a count but there was no doubt in Emma's mind that he was the pirate she had met in the tavern.

"Viscount Charles," she said with a surprisingly level voice and in her practiced palace diction.

She wondered if he would recognize her as easily. If he could possibly connect a bar wench he met two months ago with the princess standing before him. She didn't know if it was better to be memorable or forgettable. His smile was warm but his face neutral. No dancing eyebrows or clever tongue. He seemed a proper gentleman courteously meeting a woman for the first time. Emma knew she should be relieved but a weight pressed down on her chest. That their encounter had made no impression on him was mortifying.

"Charles, I assured Princess Emma that you would make a fine dance partner," Robin said with his characteristic good nature.

The count inclined his head. "If the lady is in need of a partner I would be most happy to oblige."

Emma arched her brow, impressed by his word play. It was an invitation phrased in such a way that if she wished she could easily refuse. It was also a veiled insult at Walsh' inattention to her. It was cleverly done and she wondered if perhaps both of them had been playing a part at the tavern. After all if a princess could sometimes be a tavern wench then perhaps a Viscount could be a pirate? It was a riddle she needed answered and so she inclined her head in acceptance.

"Thank you, Viscount."

As if on cue the music concluded and there was a general commotion as couples left the floor and new couples entered.

He extended his hand and Emma took it loosely. It was a chaste gesture but she felt the shock of it through her body. She kept her eyes forward not wanting him to know how he affected her. She didn't want her body to respond to him not when she was about to be engaged and certainly not when he he didn't even remember her.

The musicians began a slow waltz and the Viscount–or Captain she wasn't quite sure which–pulled her into his arms. She rested her hand on his shoulder and felt his muscles flex under the fine blue coat. This close Emma thought she could smell rum and the salt of the ocean. Their eyes met briefly and then his right hand squeezed hers and he swept them into motion.

He was an excellent dancer, full of grace and surety, it was almost effortless as they moved about the floor and amongst the other couples. Emma spent the first few moments avoiding his eyes but found concentrating on his stubbled jaw or lips was worse. When she raised her gaze to his she found him studying her intently. Caught in his scrutiny he looked away.

"Sir Locksley did not say where your holdings are, Viscount. Did you have a long journey?" She spoke in her most practiced social voice, the one that always sounded over bright to her own ears. She was determined to get answers. He brought his eyes back to her, his mouth a thin line.

"It wasn't overly long but I am used to travel."

"Are you? I would think a Viscount would be concerned with running his estate and stay close to home."

His mouth twitched as if he was suppressing a smirk. "Oh I feel that one carries home with them when they travel."

His answer was no answer at all and Emma's frustration mounted. She smiled even wider–grateful for all the lessons in diplomacy that she had received over the years. She decided to try another tact.

"Do you prefer to travel by land or by sea?"

He chuckled and answered her question with a question. "How have you found your stay, Princess? Is Prince Walsh all your heart desires?" There was a hint of sarcasm and disdain in his voice that made her ears turn pink. Her feelings toward Walsh were none of his business.

"Walsh is all a woman could hope for in a husband. We are going to be very happy together." She infused her voice with all the false happiness she possessed.

"Indeed? And what do you find most attractive? His eyes? His army? The strategic location of his kingdom?"

Emma flushed. She knew the marriage was political but it made her angry for him to lay it out in such mercenary terms.

"I don't see how that is any of your concern, Viscount. Or should I say Captain?"

Surprise flashed across his face before quickly being replaced by a smug grin.

"Ah, so you do remember me. It's always nice to make an impression."

Emma blinked. For a fraction of a second she had seen behind his mask. He knew who she was and what's more he cared that she remembered thought made her stomach flip.

"It's hard to forget the man who was so easy to beat at liars dice."

His smirk became a genuine grin. He leaned forward his mouth hovering near her ear, his breath hot. "Are you sure there wasn't something else that made me memorable?"

A thrill ran through Emma and she pulled away. They were in a crowded ballroom not a tavern and she was a princess; such liberties could not be allowed. He smirked at her and maneuvered her toward the edges of the ballroom.

"Why are you here?" Emma suddenly needed to know. Why he had come to this castle, on this night, to her engagement ball.

"To take something I want," he murmured. His eyes bored into hers making her unsure if he was talking about some kind of treasure or something else.

"To steal?"

"Pirate." He shrugged as if that was all the explanation she needed.

"So you are not a Viscount?"

"And you are not a bar wench." His voice held a bitterness that made Emma defensive.

"Being a princess isn't a crime unlike stealing and pretending to be nobility."

His expression turned dark and he pulled her closer. "Well, Princess If you so object to me why don't you call your guards and have me thrown in the brig?"

Emma knew she should call the guards but the thought turned her were dancing near a pair of open doors leading to a terrace and the gardens. The closest guard was across the ballroom near the entrance. She stopped dancing, stepped from his arms and wordlessly pulled him towards the terrace and the darkness beyond.

She didn't speak as she lead him away from the light of the ballroom her hand gripping his tighter than necessary. He still hadn't told her why he was here and before she let him go or turned him over to the palace guards she needed to know. She stopped behind a large hedge lit only by the pale moon and well away from the light and sounds of the ball.

She dropped his hand and turned to him with her hands on her hips. "What are you here to steal?"

His teeth flashed in the moonlight. "So commanding. I got chills." He stepped closer, leading with his hips. "Although I was hoping you dragged me out here to ravish me."

She gave him a withering look the one she reserved for court judgements and foreign ambassadors that had stepped out of line. "I told you. That was a one time thing."

"I remember." He stepped back his smile gone. "If it helps I am not here to steal from your precious prince. I'm here because I heard that his dear friend Zelena would be in attendance at the ball."

"The red head?"

"Aye. Although you might know her by her more colorful moniker–the Wicked Witch."

Emma's blood froze and she forgot to breath. The Wicked Witch here? Her eyes darted to the ballroom. Did she know who Emma was?

"I see you have heard of her."

Emma looked back at Killian's thoughtful face. "Of course I have heard of her. She is Regina's sister!"

"The Evil Queen and the Wicked Witch are sisters?"

Emma nodded impatiently. "Yes, sisters. And the Wicked Witch vowed revenge against my parents for what they did to Regina."

Killian crossed his arms and rubbed his face with his hand. "Well that does explain why her pet was so eager to marry you."

"Her pet?"

He looked sympathetic. "Prince Walsh is known to be in league with the Wicked Witch."

The thought shook Emma to her core. "This is the first I have heard of it!"

"Well perhaps it is not common knowledge." he shrugged "Or perhaps you need better spies."

Emma didn't have time to think of their spy network. She had to figure out just what the Wicked Witch was up to.

"If Walsh is in her pocket why would he want to marry me?"

"Once married Walsh would have claim to your families throne. And Zelena could kill you one by one so he could take over."

Emma looked at him with wide eyes.

"It's what I would do," He said with a deferential tilt of his head.

Emma felt sick. She had trusted Walsh and counted on him to help her protect her kingdom. How many times would it take before she realized that happiness, even a weak false happiness with a man she only liked, was not in the cards for her? She had been so sure marrying Walsh was the right choice she had ignored the signs. His scared servants, his brutish guards, the way he was pushing for a quick wedding. Emma turned and walked away from Killian. Talking a moment to collect her thoughts and push down her feelings. She needed to think this through. The Wicked Witch was dangerous and Emma had to tread carefully if she was to avoid a confrontation. She turned back to Killian.

"You said you were here because of the Wicked Witch. What does she have that is so valuable?"

"A pair of shoes."

"Shoes?" Emma paced back to him.

"Magical silver slippers to be exact. They can traverse great distances, even cross realms."

That was a great prize indeed. "And you were planning on sneaking up to her rooms and stealing them?"

"Aye."

"But you paused to enjoy the ball first?" His audacity astounded her.

He gave her a devilish smile. "Perhaps I found something at the ball just as valuable?" He licked his lips invitingly.

It wasn't what Emma wanted to hear. She had just been told her betrothed wanted her murdered she couldn't handle the idea that Captain Hook had sought her out when he could have easily avoided her. She thought of the way he had asked to meet her again outside the tavern, the hopeful look in his eye and the disappointment when she refused. He could have been long gone with the slippers by now if he had wanted but he had stayed. He had perhaps arranged an introduction through Robin for the express purpose of dancing with her. Emma couldn't sort out how that made her feel and so she locked it away instead.

"I don't have time for this. I need to talk to break off this engagement and get out of the castle." She brushed past him.

He followed her. "I will come with you, love."

Emma stopped and turned back to him, annoyed. "I can handle it."

"He has the Wicked Witch on his side and who knows what else."

"I can protect myself. And if it comes to a fight I have my guards." It was her mess and Emma was going to fix it herself. She didn't need to rely on anyone else, least of all a pirate that she barely knew that may or may not have feelings for her.

"Emma–"

She cut him off with an imperious wave of her hand. "Go steal the slippers and run back to your ship, pirate." She used her most authoritative and commanding voice.

Killian's eyes darkened. "I am a pirate and that means I don't take orders from anyone, especially not some spoiled princess who seduces men in taverns for entertainment." He leaned into her space but Emma stood her ground too angry to back down. "I do what I want when I want. So if I want to risk my life to make sure you are safe then that is what I will bloody well do."

They stared at each other, anger blazing a trail between them, neither willing to back down. Emma's heart thundered in her ears. His eyes flicked to her lips and suddenly her hands were grasping the lapels of his coat and hauling him to her.

He greeted her with an open mouth his lips and tongue hot and commanding. They pressed and nipped, each trying to gain the upper hand. Their anger an inferno between them. Emma was angry, with herself for being fooled again, with Killian for wanting to help her, with Prince Walsh and the Wicked Witch for daring to trick her or hurt her family; she poured that anger into her kiss. She yanked at his hair and he gave a dark chuckle. She cut off his laugh with a bite to his lip. He growled and surged into her. His hand tangled in her hair as he pressed his body against hers. Emma was on fire and she didn't know how to put out the flames.

She pulled away from him, gasping for breath and hovered just out of reach of his lips with her forehead pressed to his.

"Bloody hell," he whispered almost reverently.

Emma didn't know how to respond. She didn't have room in her head or her heart for the jumble of thoughts and emotions Killian created. She barely knew him and she wanted to trust him. But the last two men she had trusted had betrayed her. She closed her eyes and her hand reached into the hidden pocket of her dress for the small bag of poppy powder. Mulan, her bodyguard, had insisted she carry it on her since they had arrived at Walsh's palace. Emma had thought her paranoid but now she saw the wisdom in it. She grabbed a handful of powder.

"Killian, I–" She stopped when she met his eyes. They were a deep blue in the moonlight and full of something tender and soft. She stepped back and shook her head, trying to come to her senses. "I can't take the chance I am wrong about you."

His brow furrowed but before he could move she had pulled out the powder and thrown it in his face. He swayed on his feet his face crumpled in betrayal and then flashed in anger. His mouth opened to say something but the powder worked too quickly and he sank to the ground.

Emma breathed a sigh as relief and guilt washed over her. She looked around but the garden was empty. Killian was well hidden behind the hedge and should be safe while he slept. When he awoke Emma hoped she would be long gone.

She crouched down and arranged his arms and legs so they wouldn't get stiff. Then she brushed a lock of hair from his forehead.

"I'm sorry." she whispered. Then she stood and strode back to the ballroom with her shoulders back and her head held high.

She found Robin first and asked if he could leave with her tonight. He didn't ask questions just nodded and slipped from the ballroom. She had intended on telling Walsh right there that she would not be marrying him but when she approached Zelena was on his arm. Her smile cut like glass and Emma knew that if she spurned Walsh now she would not leave the castle alive. Instead she told the faithless prince that she had a headache and was going to her room early. He had wished her well and Emma had walked away with a great sigh of relief.

She found Mulan and told her they would all be leaving the palace as quietly and as quickly as possible. Once in her room Emma wrote Walsh a note formally declining his marriage proposal. Then she wrote a separate note for his chief minister advising him of her departure and her change of heart regarding marriage. In less than an hour she was riding out of the castle gate with her maid, guards, Mulan and Sir Locksley. She spared a glance back at the illuminated castle as they wound along the forest road. Robin caught her gaze.

"You made the right decision, Emma. There is no telling how he or the witch might have retaliated."

But Emma wasn't thinking about Walsh she was thinking of the man she had left sleeping in the garden. And even though she knew it was for the best her chest ached as she turned back to the forest and rode away.

-/-/-/-/-/-/-/-/-

 **A/N: Well it's no longer a one-shot! This might have three or four chapters now.**


	3. Chapter 3

The Arendelle castle was quiet and dark, the hallways lit only by moonlight and the occasional guttering lantern. As a clock gently chimed midnight a man dressed in black slipped from the dungeon and into the corridor. The scant light bounced off the silver of his hook as he moved purposefully toward the treasury. He kept to the shadows pausing frequently to listen for the sound of boots or murmured conversations. All castles, no matter how incompetent their guards, had roving night patrols and it wouldn't do to stumble into one after he had gone to all the trouble of escaping the dungeon.

Although for Killian Jones escaping the Arendelle cells had been no trouble at all not because he had lifetimes of experience escaping such brigs but because the guards were extremely negligent in their duties. They had not chained him, set a watch on him or taken his hook. They just shut him in a small cell and told him that Queen Elsa would judge him in the morning. He hadn't bothered to tell them he planned to be on his ship long before then. With free hand and hook the lock had been easy enough and the soldier guarding the dungeon entrance had been in such a deep sleep that Killian had walked right past him with a shake of his head. Had the man been one of his sailors Captain Hook would have given him a verbal and physical lashing for failure to perform his duties.

Normally Killian preferred to infiltrate during a ball, on judgement days or anytime there was a lot of strangers and busy overworked servants. But Queen Elsa was renowned for keeping to herself and so a more complicated plan had been devised. If he had known how incompetent the Arendelle guards were he might have dispensed with letting himself get arrested and attempted to break into the castle with a group of his sailors instead. It would have been messier but the lives of a few guards would have been worth getting his revenge on the Crocodile.

The smaller hallway turned and led to a much grander, wider corridor where portraits hung along the walls interspersed with alcoves containing ceremonial armor. Killian paused, consulting the mental map he had constructed of the castle. This was the main corridor which would take him to the treasury. He leaned against the wall listening for boots on the plush carpet or the jangling of a sword. As his ears strained to catch any sound his eyes fell on the large portrait hanging opposite the corridor he was in.

Judging by the age, crown, and the white blonde hair he guessed it was Queen Elsa. She didn't look like a sorceress with the power to freeze an entire kingdom and yet Killian knew she had done just that. She was pretty though not as beautiful as a certain other blonde royal. Emma's face flashed before him. It had been over three months since she had left him unconscious in her fiancé's garden. Three months since he had awoken to find that the Wicked Witch had left in a rage and taken her slippers and his chance for vengeance with her. Three months since he had cursed himself for getting distracted and vowed to think only of revenge.

Killian had done his best to keep that vow but the memory of Emma, her smile, her laugh, the feel of her lips and the quickness of her mind had continued to plague him. He had enjoyed the memories when he thought she was a merchants daughter posing as a bar wench. Then he had entertained thoughts of finding her again and convincing her to run away with him. But then he had stood in a ballroom and had his dreams destroyed with the announcement of Princess Emma.

The woman he had been fantasizing about was a princess and she was engaged to another man. He should have left right then and put her from his mind but he had needed to know if what he had felt that night in the tavern was real. Holding her in his arms as they danced had been real. His fierce determination to help her had been real and the bliss he felt in her kiss had been very real. But it obviously wasn't real for the Princess. She had betrayed him and left him at the mercy of Prince Walsh and the Wicked Witch without a second thought.

Now the reminder of her was unwelcome and he pushed the image of her sparkling green eyes away. Then with a quick glance to his right he slipped around the corner and found himself face to face with the very real green eyes of Princess Emma.

Their bodies collided and he placed his hand and hook at her waist to steady her.

"Bloody hell!" He declared so shocked he forgot to keep his voice low.

"Shhh!"

She clapped her hand over his mouth and he smelled the delicate scent of lilies that had haunted his dreams. He thought he might be dreaming for it was impossible that she was here in his arms a seas voyage away from her home wandering a sleeping castle and not alerting the guards. His eyes traveled down her arm to her golden hair pulled back in a simple braid and a red robe tied around a sheer white night dress. She looked and felt real.

His lips moved against her hand and she snatched it away as if burned. She stepped back and he dropped his arms. She looked up and down the corridor before turning to him.

"Come on, we have to hurry," she whispered and then moved past him, in the opposite direction of the treasury.

Killian watched her walk away dumfounded and baffled by her actions. She should be calling for the guards or asking him why he was there not leading him about the castle. After a few steps she turned back and gave an impatient jerk of her head. The motion was full of regal expectation, a woman used to having her every order and demand followed. It rankled and he remembered to be upset with her. Captain Hook had no sovereign, he was in charge of his own fate and would not be led around by a spoiled princess. He turned and walked away from her.

He had only gone a few steps when he felt her come up beside him.

"Not that way!"

He kept walking. She maneuvered in front of him forcing him to stop.

"Dammit I am trying to help you!" Despite her agitation she kept her voice low and her eyes darted from his face to the corridor as if expecting someone to appear.

He chuckled, dark and mirthless, as he leaned into her space. "I don't need your help, Princess."

Her eyes flashed as she tipped her head up but her reply was cut short by the sound of heavy feet and the murmur of voices. Simultaneously they looked to the sound and then Killian glanced around for a place to hide. After quick consideration he ducked into an alcove containing a particularly large set of armor. It would be tight but the shadows would keep him from being seen.

He had maneuvered around the pedestal and was disappearing into the dark when Emma gave an exasperated shake of her head and followed him.

In the tight space they were close. Their shoulders, hips, and thighs pressed together as their backs hugged the wall.

"Why is it I always end up in a dark corner when you're around?" She muttered.

"As I recall, Princess, you are the one that dragged me into those corners."

She gave a huff that could have been laughter or frustration but it was impossible to tell in the dark. "I didn't hear you complaining."

"It's hard to complain when under the influence of sleeping powder." He didn't keep the bitterness from his voice.

To his surprise instead of a quick retort she sighed.

The sound of the approaching guards grew louder. They both tensed and held their breaths. Killian became all to aware of the warmth of Emma at his side, the scent of lilies lingering in the air and the thundering in his heart. He couldn't help but wonder why she was there in Arendelle, hiding with him, not alerting the castle to his escape and claiming she was trying to help. When he met her at the tavern he had thought her an open book but she kept surprising him. It impressed him but it was also frustrating and put him off balance.

The guards voices grew louder and their words became distinguishable.

"…and then he said that Sven had it in for him because he took his carrots."

"I believe it! That reindeer has a vindictive streak. Just the other day…"

Whatever curious story he was about to tell was lost as they turned a corner and their voices became a rumble again. Killian felt Emma relax at his side and her breath released in a loud whoosh. He waited for her to move and when she didn't he twisted his neck to look at her in the dim light. She was staring right back as if she was searching for something. The moment stretched and he felt himself leaning closer to her–his traitorous body drawn to hers like a sailor to siren song. When he felt the heat of her breath on his lips he jerked away. She looked as unsettled as he felt and then she ducked her head and slid out of the alcove. She took a few steps away to allow his exit and then turned on him with a slightly flushed face.

"Look, I know you don't have any reason to trust me but I promise I only want to help you get out of here safely." She looked and sounded so earnest, as if she might actually care about him, that he believed her. Worse he felt something warm and sentimental sparking in his heart. He doused it quickly with contempt. Being sentimental, getting distracted by a princess's pretty face had cost him the slippers. He wouldn't make the same mistake tonight.

"While I appreciate the offer Princess it would rather defeat the purpose of getting captured if I left without what I came for." He gave a satisfied smirk at her look of shock. "Surely you didn't think the incompetent Arendelle harbor master was able to best me?"

"Well I–

He made a tisking sound "Honestly your lack of faith wounds me."

Her face was a study in conflicting emotion. Killian read confusion in her crumpled brow, disbelief in her raised eyebrows, and admiration in the upturn of her lips. But then she blinked and her face became a mask of annoyance.

"Seriously? I was– And–" she shook her head."You did it on purpose?"

He gave a little bow. "Were you worried for me, love?"

"No," she answered a little too quickly.

He quirked an eyebrow before giving a low hum and a knowing look that seemed to aggravate her further.

"You're here to steal something."

"Pirate." He shrugged trying not to let the sting of her accusation show. "Now if you will excuse me. I am on a bit of a timeline." He turned from her heading once more for the treasury. She followed after him but he kept walking his long strides carrying him quickly down the corridor.

"I'm not going to just let you steal from my friend," she hissed when she caught up to him.

"Then it's a good thing I didn't ask your permission, your highness," he bit back.

She gave an unladylike grunt of frustration and pulled on his elbow. "You are impossible."

"I could say the same about you."

She stepped in front of him and he came to a stop just short of knocking into her.

Then she was kissing him.

It wasn't like their other kisses. The first had been pent up lust and exploration, the second had tasted like fear, the third an angry battle, but this was sloppy–an uncoordinated mess. Their noses bumped and their teeth clashed. It was so awkward and wrong that Killian wanted to pull away and correct her form at the same time. But then there was a swooping sensation in his gut and the light around him suddenly grew brighter. He broke the kiss with a jerk and saw that they were no longer in the corridor.

They had been transported to a large room with a four poster bed, it's sheets rumpled with use, a spacious balcony, a comfortable chaise, a vanity and a dressing screen with an elegant midnight blue dress hanging from it and a traveling truck peeking out from behind it. It was not the treasury and it was definitely not where he wanted to be.

"Bloody hell."

There was only one explanation for their change in location. She had magic. Suddenly the abrupt end of her parents feud with Regina, the Wicked Witch's use of subterfuge instead of a magical assault, and the story of how she had outwitted Blackbeard made perfect sense. Killian had thought her formidable but now his mind scrambled, once again, to reassess her. He focused his eyes back on the woman who was bar wench, princess, and sorceress and realized just how little he knew of her and that he would probably never truly know her. She hovered only a foot away her hands still gripping his coat, her lips shining and slightly swollen from their kiss and a look of triumph in her eyes.

"I told you I wasn't going to let you steal from Elsa."

He pressed his lips together. He should have known the awkward kiss was a diversion. Anger flooded through him. Anger that he had fallen for the same trick a third time, anger that yet again she stood between him and his revenge. His face must have shown his anger because Emma released his lapel and took a step away as her smile dropped.

"And is kissing a man to distraction your solution to everything? Or only when your magic fails you?"

She flushed but recovered quickly. "I don't use magic, not really, and not like that."

He huffed his unbelief and she glared.

"You should be thanking me."

He smiled, hard and mocking, irrationally pleased that she was angry now too. "Thanking you? For keeping me from my goal?"

"For knocking out the guard with sleeping powder in his food, for not turning you in, for stopping you from getting killed by Marshmallow in the treasury."

"I didn't need or ask for your help to escape and if Marshmallow is the name of that abominable snow monster trust me, Princess, I had it well in hand."

She gave a snort and stepped closer. "Please. A fifteen foot snow monster? You couldn't handle it."

"You're the one that couldn't handle it." He punctuated the 't' and leaned into her space. His anger making him heedless of the danger of drowning in her eyes. They stood, much too close, electricity blazing between them, neither willing to back down. He wanted to yell at her almost as much as he wanted to kiss her (properly this time). Before either of them could end the stalemate there was a sharp rap at the door.

They both jumped.

"Emma? Are you awake?" A high, musical voice said in a loud whisper.

Emma stepped away from him her eyes wide. "You need to hide."

She looked around the room while Killian watched with a perverse grin. "Afraid of being caught in a compromising situation with a devilishly handsome pirate?"

"Shhh" She smacked his shoulder. "That's Elsa. She can't find you here."

Another knock and whisper, louder this time, had her pushing him toward the dressing screen. "Quick behind there."

He had half a mind to sprawl on the bed just to annoy her but revealing himself to the ice sorceress he was trying to steal from would be tactically unwise. So instead he made his way to the screen at a slow saunter.

"I'm awake. Just a second." Emma called giving him a dark look as she moved to the door. With a wicked grin he maneuvered around the traveling trunk and hid himself behind the screen. A few seconds later he heard the door open.

"Elsa? What's wrong?" Emma sounded concerned if a bit breathless.

"Nothing. Everything is fine. I just couldn't sleep and I wanted to talk to you."

"Absolutely. Come in."

The door clicked shut and there were soft steps followed by a creak that Killian assumed was them sitting on the bed.

He sat on the trunk, careful to be quiet, as he wondered just what kept the Queen of Arendelle awake at night.

"I have been thinking and I don't know if you should take the urn." Killian sat up straight unsure if he had heard correctly.

"Elsa I told you if Zelena attacks we have to be able to neutralize her. She is too powerful. The urn prison is the best chance we have against her magic."

"I know but my Aunt Ingrid said that living in that urn for all those years was excruciating. Does Zelena really deserve that? I mean are you sure there isn't some misunderstanding? Like me freezing over the kingdom?"

Killian leaned forward his mind reeling at the thought that he and Emma had both come to Arendelle in search of the same thing.

He had first heard of the urn in the Southern Isles. There in a tavern an old soldier had told him of the adventures of their youngest prince and his run-ins with the Arendelle royal family including freeing a terrible ice sorceress from a golden urn. With that information and a search of the palace library (conducted clandestinely) Killian discovered that the urn was designed specifically to contain and torture powerful magic users. It was a prison fit for the Dark One. A prison and a fate worse than death. Using the urn was better than his plan to take him to the Land With Out Magic with the slippers and much better than stabbing the Crocodile with the dagger and becoming the Dark One himself. After centuries of searching the urn prison was the only way Killian had found to finally get his revenge. Armed with this knowledge he had sailed directly to Arendelle to steal the urn but it seemed Emma had beat him to it.

He gritted his teeth and strained his ears toward the two women hoping to learn more.

"Zelena isn't like you or me she has control of her powers and she wants to hurt my parents and my kingdom," Emma replied with a note of grim determination. "I can't let her do that."

"Right. No. Of course. I wouldn't want you to put your people in danger."

"Thank you. And thank you for giving it to us. I promise to only use it as a last resort."

"I am glad I could help."

There was a silence and Killian stood and stretched to his toes to peek over the screen. The two women were sitting on the bed with arms wrapped around each other in a comforting hug. As he ducked back down his eye caught on the traveling trunk and an idea struck him. If Emma had come for the urn perhaps it was no longer in the treasury. Soundlessly he crouched to the trunk and lifted the lid. He heard Emma urging Elsa to go back to sleep as he revealed several gowns stacked on top. He moved them aside to reveal white undergarments with the gold urn nestled in them. His eyes went wide, his heart raced, and his hand itched with the need to lift it. His revenge was right there, waiting for him to seize it. He reached out as he heard the creak of the bed and steps on the wooden floor. Elsa was leaving and once that door closed Emma would come looking for him.

He consulted his mental map. If he used the balcony he could escape through the gardens and to the east wall where some of his crew waited with a rope. It was almost too easy, far easier than infiltrating the treasury and it's magical snowman guard. He just had to deal with Emma.

He heard the door open and he hastily straightened. His hand moved to the secret pocket of his jacket and grasped the vial hidden there. He pulled it out and looked at the black liquid. He knew what he needed to do to secure the urn but a part of him was revolted by the idea. Part of him was still Killian Jones a man who lived by a code and desperately needed to make his brother proud and that part of him wanted to find another way to get his revenge.

"Goodnight, Emma."

"Goodnight, Elsa. Sleep well and try not to worry."

There was no time to find another way. He he had to act, now. He had gone too far to let anything keep him from his revenge. Emma had what he needed and she wouldn't give it up. There was no choice. He removed the stopper on the vial with his teeth as the door clicked shut. Killian took his emotions and buried them next to the guilt from his betrayal of Baelfire and Ursula.

As Emma let out a sigh of relief Killian took a deep breath and fixed a charming smile on his face. He stepped from behind the screen keeping the vial hidden in his fist. She was leaning against the door looking drained. He walked toward her with as much pirate swagger as he could muster.

"I confess that I always imagined hiding in a princess's bedchamber to be more exciting."

She shook her head even as a small smile played over her lips. She pushed off the door.

"Yeah, well sorry to disappoint."

"I'm used to disappointment where you are concerned." His tone was bitter and his smile felt stretched thin. She pulled up short at his words and fixed him with a piercing look. It was the look she had used in the tavern when he had told her his history and in the garden before she kissed him. He had thought it was a look of understanding and connection, a spark of her seeing something in him worth looking at. It had thrilled and confused him before but now he didn't want to see or think about it.

"I–" she started and then bit her lip and took a deep breath. "I am sorry, for everything."

Her apology, her look brought a spark of hope that he wouldn't let himself feel. It was a peace offering that he couldn't take, not now, not ever. She had already made it clear what she thought of him it was foolish to think she had changed her mind. He was the villain in this story and he would play his part.

"The time for apologies is done. Just like I am done with you."

He brought his hand up in a quick jerk and the black ink flew from the vial splashing on Emma's chest. As it touched her it transformed from ink into blue sparks that shimmered over her and encased her body completely. Her face registered surprise but the rest of her limbs remained rigid, magically locked in place.

"What did you–?" She managed through stiff lips.

"Squid ink. It freezes magical creatures, like yourself. I was going to use it on the snowman," he shrugged, "but since the urn is here."

She gasped. "No! Killian you can't! I need that to protect my family, my kingdom."

He ignored the panic in her voice, ignored the ripping of his own heart. There was no turning back now. Her kingdom wasn't his problem, her safety wasn't his responsibility. He took a step closer and curled his lips into a sneer.

"And I need my revenge. Besides you are a resourceful woman with magic. I am sure you will figure something out."

Then he stepped back and took a black scarf from his neck and leaned forward to gently place it in her mouth.

"Can't have you screaming and alerting the guards," he breathed.

It was a mistake to get so close to her. The smell of lilies and the pleading look in her green eyes almost too much. He jerked away and strode back to the trunk. He grabbed the urn and moved towards the balcony. He intended not to look back but when the darkness of the balcony swallowed him up he found himself turning.

She was still frozen in place. Her plaited hair and white nightdress made her look younger, more innocent, more fragile. A wave of self-loathing rose up inside him. She would hate him for this. She would never forgive him. He spun on his heel and strode to the edge looking for vines to climb down. The need to run overwhelming him.

He told himself that what she thought of him didn't matter. All that mattered was his vengeance, there was no room in his heart for anything else.

-/-/-/-/-/-/-

Authors Note: You ever spend so long writing something that you aren't sure anymore if it hits any emotional notes or if it is even good? That's what happened with this. I don't hate it though so I decided it was done. Hope you enjoy. Sorry the update took a hot minute!


	4. Chapter 4

Killian wasn't dead. At least he didn't feel dead. Pain radiated from his chest, arm and face and he felt very much alive which was annoying. He had been ready to die, ready to leave the sorry existence he didn't dare call a life and be reunited with Milah. He hadn't killed the Crocodile but he had separated him from his new love and condemned him to a life without her. It had felt like justice and as he stared down the murderous Dark One he had made peace with his inevitable death. After centuries being consumed with vengeance, of living a half life, he had been eager to embark on that last great adventure even if the Crocodile was the one to send him on his way. Captain Hook had got his revenge and he had nothing left to live for.

But he had lived and somehow ended up in a comfortable feather bed that smelled faintly of lilies instead of in the Underworld where he belonged. He tried to remember what had happened after the Crocodile had thrown him against the tree, choking him with one hand while the other hurled a fireball. But all he could remember was a familiar voice yelling something that sounded like his name and the world fading to black. He thought there could be more but his body was too tired and in too much pain and before he could even open his eyes he had drifted back to sleep.

He dreamed of Milah. Smiling and waiting for him. He dreamed of Liam dying at Dead Man's Peak while Peter Pan laughed and Lost Boys danced around him. He dreamed of Baelfire, of his father, of mermaids, of an infuriating blonde princess dancing in a ballroom, of bar wenches with intoxicating lips. He dreamed and dreamed until he woke.

He knew immediately he was not alone. There was a weight on the bed next to him and a pricking sensation on his neck that told him he was being watched. He kept his eyes closed trying to gather information. He could feel the heat from the sun on his legs. He strained his ears for noises from the window or outside the room but heard only birds. The lack of weight on his left arm told him that someone had removed his brace and his hook. His body still ached and he felt bandages around his chest but the searing pain was gone. Someone must have brought him to a healer. But who? Who cared enough about Captain Hook to save him from the Dark One? Who cared enough to tend to his wounds or place him in a bed? He could think of nobody living who would bother unless there was something in it for them.

"I know you're awake," an all too familiar and annoyed voice said.

Killian's eyes flew open. There, sitting on the bed beside him, was Princess Emma. He was struck by her features, the delicate line of her mouth, the gentle upturn of her nose, the intelligence of her blue-green eyes. Even unsmiling and stern she was a vision. Just as she had been over a month ago when he had left her magically imprisoned in the Arendelle castle. His brow furrowed at the memory.

"What are you doing here?" The words came out harsh, his voice thick with sleep.

She rolled her eyes. "I live here."

His eyes narrowed and he looked past her to the room. The large bed he lay in took up the center of the room. The walls were stone but covered in rich tapestries and the sun streamed in through a large balcony much like the one he had escaped through in Arendelle. He took in the fine furniture,the large fireplace, the dresses and vanity, this wasn't just any room–it was her room, in her castle.

Suddenly he could smell her on the pillow and it was too much. His heartbeat quickened and his mind swam with questions. If she hated him why was he here? Why take care of him? Where was the Crocodile? He had been thrown into deep waters with no shore in sight. He grasped for control the only way he knew how. He smirked.

"Well, Princess you have finally managed to get me in your bed. Now what will you do with me?" She didn't rise to his bait. She only looked at him for a long moment with searching eyes. He struggled not to look away. Something told him that she knew what he was doing, knew that he was hiding behind his facade.

She sighed. "Where is the urn?"

Something like relief and a little like despair flooded through him. Of course this was about the urn, about her need to defeat Zelena and protect her kingdom. Of course it had nothing to do with whatever her feelings–good or ill–toward him might be. He kept his smile fixed even as his emotions bubbled. "Ah, that."

"Yes, that,"

"Unfortunately the urn went through the portal along with the Crocodile's nubile maid."

"What?" Shock registered on her face "You lost it?"

"Technically the maid knocked me over while I was trying to use it and it rolled in." He didn't add that he had pushed the maid in after the urn and the overwhelming sense of satisfaction he had felt at the Crocodile's cry of pain.

"And where did this portal lead?"

"The Land Without Magic."

She rubbed her temple. "And why did the Dark One want to go to a land without magic?"

"I imagine because he thinks his son is still there."

"The Dark One has a son?" She shook her head before he could answer. "You know what I don't care. It doesn't matter." She stood from the bed and paced the room. Her movements were quick no doubt reflecting the agitation of her mind. He felt a stab of guilt. He had done this to her. He had taken her only defense against Zelena and then put it out of her reach. She ended her pacing on the balcony. When he heard her sigh he sat up, wincing at the pain, so he could see her better. She was motionless, her shoulders stiff as she stared out at the horizon. He followed her gaze and was surprised to see the sparkling blue of the sea instead of a blanket of green forest. He wondered if the sight of the ocean calmed her the way it calmed him.

He looked away from the horizon and studied her instead. She was wearing high black boots, blue trousers, white tunic, and blue vest. It was the first time he had seen her in trousers, they gave her an air of adventure and he wondered just how good she was with a sword. Her hair was pulled back in a tail and he found he liked being able to see the long lines of her neck. After a few moments she slumped against the railing and dropped her head into her hands. He sunk back into the bed so he couldn't see her anymore. Sleep pulled at him and he let it drag him under to the oblivion where he wouldn't have to think about Emma or how he had hurt her or how it would have been better if he had died in that forest clearing.

When he awoke again he still wasn't dead and the bed still smelled of lilies. He opened his eyes to a dim room and a strange visitor holding a pickaxe and sitting in a chair beside the bed. The bearded dwarf sneered at Killian when he saw that he was awake and then jumped from his chair with his axe held at the ready. Though he wasn't afraid Killian wished for his hook if only to look menacing in return.

"No funny business," he warned and then walked to the door and opened it. A guard appeared in the crack and the dwarf held a quick conversation with him that Killian didn't hear. The door closed with a snap. The dwarf leaned against it and fixed his eyes on Killian as if daring him to speak. They looked at each other in silence and then the dwarf began to whistle. Killian recognized the song, it was a work tune used for keeping time while pulling or rowing. The words swam through his brain and he had half a mind to sing along with the dwarf–if only to annoy him.

Instead he looked around the darkening room and wondered where Emma was while also trying not to feel anything at her absence. He thought instead of the Crocodile and the damage he had done him but the victory felt hollow when he remembered the look of shock and fear on the maid's face as she tumbled into the portal. Getting his revenge did not feel like the justice he had imagined.

The dwarf had whistled through his song almost four times before there was another knock at the door. He pushed off of it and yanked the door open revealing an older, fair-haired, man dressed in a fine red doublet.

"Thank you Grumpy," he said.

Grumpy gave a jerky nod and then cast a wary look at Killian. "I'll be right outside."

Killian rolled his eyes, his patience thin. "Yes, dwarf, that ought to deter me from any malfeasance."

Grumpy stepped toward him but the other man held him back. A look passed between them and then the dwarf turned and exited muttering darkly as he went.

As the door shut the other man stepped forward. He looked at Killian hard and then crossed his arms.

"So, you're the infamous Captain Hook. I thought you would be older."

"Well, looks can be deceiving, mate." Killian shot back with a mocking smile.

"Most people call me 'your majesty'."

Killian's widened eyes were the only indication of the shock he felt at meeting Emma's father, the King of Misthaven. He kept his smile in place. "I am not most people."

The King frowned and then sank into the chair beside the bed. Now that he was looking Killian could see the family resemblance around his eyes and in the set of his jaw.

"Emma says that saving you from the Dark One and protecting you is worth it because you can help us defeat Zelena." Skepticism colored his voice.

"You disagree?" Killian asked while quietly filing away the new information.

"I think you can be bought by the highest bidder."

Killian bristled at the accusation. "I am a man of honor."

The other man laughed–short and harsh. "You are nothing but a pirate and you will betray us the first chance you get." Killian wanted to protest the accusation but her father was right he was a pirate and he had already betrayed Emma. The King leaned forward in his chair. "You are a liar and a thief and as soon as you give me a reason I will see that you will never hurt anyone again."

Killian gave him a half-hearted sneer. "I thought you heroes were all about second chances and hope."

"That's only for people who want to change and a man like you won't ever change."

Killian met the King's hard stare but didn't challenge his assertion. The man was pompous and arrogant but he was right–Killian couldn't change.

"Okay you two that's enough."

Both men started and turned toward the corner of the room where Emma stood with her hands on her hips. Behind her a door, that Killian had thought was a part of the wall, hung open. The King stood and almost knocked the chair over.

"Emma! I was just–"

She raised an eyebrow. "Just what? Interrogating the prisoner without me?"

"Prisoner!"

"I wasn't interrogating him!"

Their indignant replies overlapped causing Emma to shake her head in exasperation. "It's late. We can talk about this in the morning."

Her tone left no room for argument and Killian smirked as the King nodded and turned for the door. He paused before opening it, turned back to Killian, and shot him a final warning glare.

The door clicked shut and the room was silent. Killian could feel Emma's eyes on him but he kept his fixed on the ceiling. He turned the word "prisoner" over in his mind and contemplated why it tasted so sour on his tongue. He heard her exhale softly and then move to the door. He waited for it to open and close and when it didn't he twisted toward it. She was just staring at the door, hands at her side.

"He's wrong about you." She turned to face him and even in the gathering dark he could make out the intense green of her eyes. Killian ticked up an eyebrow. "He doesn't know that we know each other or about everything else. If he did–"

"He would have killed me on sight." Killian could only imagine what the King would do to him if he knew about the stealing and the betrayal not to mention the multiple kisses.

Surprisingly Emma smiled. "Probably."

"Perhaps you should tell him everything and let him dispose of me." It was meant to be a joke but it came out tinged with bitterness.

She frowned. "That's not what I meant."

"Well maybe, Princess, you should say what you mean and leave me to sleep in my cell." He couldn't stop the tide of black anger from spilling out. He was tired of always being off-balance around her.

"Fine." She bit out the word as her anger rose to meet his. "What I mean is that there is more to you than being a pirate, more to you than this quest for vengeance." She strode toward his bed with her eyes blazing "And if you would quit living in the past for one goddamn minute you would see that you don't have to be alone, that you can change. You could be a part of something."

Her words hit him with an almost physical force knocking all argument from him. Her conviction made him want to believe her, made change seem possible. That she saw something in him worth saving after what he had done to her seemed impossible. He held her eyes for a long moment looking for the answer to the question he couldn't ask. Why did she have such faith in him? She glared back and he could almost see her determination not to back down or look away first. She was a stubborn lass. The corner of his mouth ticked up.

"Quite passionate, your highness."

She flushed a little. His heart stuttered in his chest and he was reminded of just why Princess Emma was so dangerous to him. She made him feel emotions he thought he had buried in a watery grave. She made him hope in a way he hadn't thought possible anymore. She made him want to be the man of honor he once was. It was all too much.

He gave her a lascivious grin. "If you wanted to be passionate in other ways–" he bit his lip for emphasis. The moment was broken. She rolled her eyes.

"Do you ever stop?"

He hummed. "Wouldn't you like to know."

Certainly she knew that in his current state he was only capable of innuendo–even just talking had worn him out–but she still stepped away, putting distance between them as if she feared what might happen if they were too close. She gave him a small but genuine smile.

"Get some sleep."

-/-

He slept frequently over the next few days as his body healed rapidly. Killian was sure his recovery was aided by magic though the healer never used any and seemed just as surprised by his progress. Emma did not come and visit him and the glaring Grumpy and guards kept him confined to his room–a smaller guest chamber they had moved him to on the second day that had no secret passageways and did not smell like lilies but did have a view of the ocean. With all his free time he found himself staring at the horizon and thinking.

Killian found that despite the fatal blow to the Crocodile's heart he felt no triumph. He had always thought his revenge would taste sweet but it was like ashes in his mouth. Instead of taking pleasure in Rumplestilskin's look of anguish he thought of the maid he had condemned to a different realm, of stealing Ursula's voice and of giving Baelfire to the Lost Boys. They and many others had been casualties in his war against the Crocodile and Killian was finally counting the cost. He wondered what the cost would be to Emma and her family for surely the Crocodile was searching for him.

He still didn't remember how he had gotten to the Misthaven castle or who had stopped the Crocodile from killing him but he suspected that Emma was involved somehow. He itched to know the details but had little hope of ever learning them. If Emma had saved him as her father implied then he owed her a debt on top of the need to make amends for his betrayal. Emma had said he could change and for the first time in centuries he believed that it might be possible. What better way to start to change then to help her defeat Zelena?

When he was fully healed the guards escorted him to a council chamber where the King and Queen along with Emma and their hodgepodge group of closest advisors were assembled. His coat and hook had not been returned to him but he did his best to maintain his usual air of dangerous nonchalance as he entered. Except for the Queen and Princess he was met with hostile stares. Emma gave him an encouraging nod while the Queen seemed to peer into his soul. Even a smirk and a wink failed to deter her from her examination.

Killian listened silently as information was shared and strategies discussed. It became very clear to him why they were so desperate. The castle was fortified with protective spells but the rest of the kingdom was in danger. They didn't know Zelena's plans, could not guess when or where she would strike, and so could not prepare a defense. There was talk of fairy patrols, of consulting a fabled Good Witch, of finding a way of containing her (at this Killian looked away) and other schemes but no real decision was made. As the meeting wore on Killian could see the frustration grow in Emma as her body tensed and her replies became shorter.

"It seems to me what you need is more information." Killian's raised voice cut through the conversation.

The King turned and glared at him. "We know that, pirate. We have lost dozens of spies already. Good men that gave their lives."

He sneered at the King. "Well that's your problem. Good men make horrible spies."

The Queen laid a hand on her husband's arm before he could retort. "What do you suggest Captain?" she asked in a diplomatic tone.

"Send me to spy on her." The room erupted in scoffs and laughter but Killian continued undeterred. "The Wicked Witch won't suspect Captain Hook is working with you hero types. I can get her to trust me enough to learn her strategy."

"Assuming this isn't part of your plan to stab us in the back, how will you gain her trust?" The King asked.

"Oh I can be very persuasive," Killian said with a leer, unable to stop himself from provoking the royal. The two men glared at each other

The Queen broke the stalemate. "While we appreciate your offer, Captain, we will have to decline."

Her voice was firm and steady and Killian knew there would be no arguing his point. He gave a stiff nod and the council resumed as if he had never spoken. He frowned at the grain of the table and cursed himself for speaking, for assuming that they would trust him just because his plan was better than anything they had. He felt the hairs on his neck tingle and he looked up to catch Emma watching him. As their eyes met her brow furrowed and he wondered what she thought of his idea, if she agreed with her father and mother or if she trusted him enough to let him go. He wanted her to trust him, he needed to prove to her that he could change. Her father called her name and she looked away.

As the council ended they were no closer to a solution than when they had convened. They all stood and Killian saw the weariness and defeat in the sag of Emma's shoulders as she left the room. In the time it took his guards to march him back to his room he decided to escape. He had vowed to help Emma defeat Zelena and that's what he planned to do, even if it looked like betrayal, even if she hated him for it.

That evening as Killian knocked out his guards, retrieved his hook and coat, and stole a horse he tried not to think of Emma or her reaction to him leaving. As he galloped through the forest he felt a tug of excitement . For a moment he was a naive Lieutenant flying through the air on the deck of his brother's ship and smiling in anticipation of the heroes adventure before him. Killian Jones was no longer that Lieutenant but for the first time in ages he wasn't thinking of his revenge. For the first time in a long time he was putting something else–someone else–first.

-/-/-/-/-

Authors Note: Hope you are enjoying the format. Hopefully this meeting wasn't as painful as the others?


	5. Chapter 5

The woods were darker than Emma had expected. Clouds obscured the moon and stars and the trees were little more than shadows against the black. It was the kind of night that called for curling up by a fire, not tromping through the forest looking for an escaped pirate.

There was a pull on her wrist from the black fabric wrapped around it. Emma adjusted her direction, trusting the locator magic to lead her through the darkness. She fingered the rough cotton in the dark. The scarf Hook had used to keep her from calling Elsa's guards hadn't been a bad idea but with a locator potion added, it had become Emma's personal pirate finder. Her father and his knights had clattered off toward the port assuming, as Emma had, that the pirate would commandeer a ship. By the time she had poured out the potion, it was too late to tell them that Captain Hook had fled to the forest and not the sea. Determined not to let him get too far away, Emma had set off at a gallop on a horse only to abandon it when the scarf pulled her into the deep woods.  
She didn't know where Hook was going, only that, once again, he had betrayed her. This time she was going to throw him in the dungeon where he belonged, where her father had wanted him to be from the beginning. Her mistake had been to think that she understood him, that because they had both been hurt by love they were similar. She had thought that his encounter with the Dark One had changed him, made him recognize the futility of his vengeance, made him want to be a part of something. She thought she had sensed it that night in her room and later in the council chamber, but she had been wrong. After Neal and Walsh, she should have known better, but the damn pirate had made her forget herself and forget the lesson she knew all too well–the only people she can trust is her family.  
Suddenly the pull on her wrist stopped and Emma paused in confusion. Then she heard the crack of a twig from behind and on instinct, she ducked. The momentum of her attacker took him over her body and to the ground. In a flash, Emma was on top and sliding up to pin his biceps with her knees. She put her full weight forward and he hissed in pain. She grinned in triumph but the smile fell as a sharp pain pierced her thigh. She had forgotten about the hook.  
"Ah! What the hell!" She rolled off and away, her right hand going to her thigh and her left pulling her dagger. She hadn't expected an actual fight, hadn't believed he would really hurt her despite his escape, but of course she had been wrong.  
"Emma? Bloody hell, Emma! Are you hurt?" His shock and remorse made her loosen her hold on her dagger but not on her anger.  
"You stabbed me with your hook! Of course I'm hurt,"  
There was movement and suddenly he was beside her, his shadowed form becoming something recognizable close-up.  
"Where?" Then his hand was on her knee and sliding upward as he probed for her wound. Heat flashed through her and she slapped his hand away. He drew back as if she had slapped his face.  
"I can take care of it myself." Emma sheathed her dagger and moved her hand to the wound. She took a deep breath and concentrated letting her magic flow through her. Healing magic had become almost second nature in the last week, as she had secretly used her power to speed Killian's recovery. Despite her unease with using her magic, Emma had been almost pleased by how quickly she had mastered the ability. Her hand emitted a yellow light and soon she felt the healing warmth flow into her thigh. She sighed as the pain drained away. This was one part of having magic she could learn to enjoy. She glanced up to catch Hook's pensive look just before the magic light faded and plunged them back into darkness.  
"Apologies, your highness. If I had known it was you–"  
"You would have knocked me out instead?" She was only half-joking.  
"I believe that's your tactic." The bitterness in his voice reminded her of how betrayed he had looked in the garden, and guilt pressed in on her. She pushed it back as she stood up.  
"And yours is to steal and run away."  
"I'm not running away." He gritted out and stepped toward her. The clouds broke and in the moonlight, she could suddenly make out the tension in his jaw and the anger in his eyes. She put her hands on her hips, refusing to back down.  
"Oh? So you knocked out my men and stole a horse because you fancied a ride?"  
"Perhaps." He shrugged defiantly with the forced nonchalance she suspected was his way of guarding his true emotions. She had thought he was more than this pirate persona. She had felt it in the broken way he had taunted the Dark One, all but pleading for death, in the way he had wanted to help her against Prince Walsh, and in the way he had looked at her outside that tavern. She had thought that underneath it all, there was something noble, something trustworthy, but she had been wrong about him just as she had been wrong about Neal.  
"I can't believe I thought that you could ever be more than a vengeful pirate."  
His fake smile flickered but stayed in place which only further enraged her. She spun on her heel and stormed away. She had only taken a few steps before he called out.  
"Emma." She ignored him and continued walking.  
"Emma!" His voice held a note of panic that made her turn around only to be immediately knocked into a tree. Trapped between bark and Hook's body she heard a blood-curdling screech.

Briefly, their eyes met, and she caught a dangerous determined glint before he pushed away from her and drew his sword. She followed suit with her dagger and scanned the forest with her heart thundering in her chest. She saw nothing. She glanced at Hook, but he wasn't searching the trees; his eyes were on the sky.

She looked up and with a jolt saw the shadow of something descending toward them. It was a blur of wings, a tail, and what looked like fur covered arms and legs. Emma had never encountered such a creature but she knew she would need more than a dagger to fight one off.

Screeching the monster flew toward her, filling her vision with its fangs and claws and her heart with dread. Then it was veering away from her and she saw Hook's sword slashing through its wing. With a scream of fury, the creature fell.

Emma shuddered at the sound as it got to its feet and turned to attack Hook. She moved to help but felt a rush of air above her and panic at the realization that there was more than one monster. Too late, she spun around as claws grasped at her shoulders and pulled her off the ground.

Visions of being carried away or dropped to her death had Emma's reacting on instinct. Fueled by adrenaline, she swung her hand up and buried her dagger in its calf. It released her with a scream and Emma fell to the ground as it flew away. She hit the ground hard, but not hard enough to bruise, and tried to catch her breath as she watched the monster climb into the sky. Her heart sank as she saw it join five more shadows above the trees. Now unarmed she felt fear begin to rise inside her. Hook cried out and she turned to him.  
He was battling both the monster he had wounded and another that was flapping above him slashing at his back and head with its claws.  
"Killian!" she screamed. Fear and anger rose up in her, and with it, a surge of power. Just like against the Dark One, she acted without thought, focused only on the need to protect, and suddenly a white light was bursting from her hands. It eviscerated the creature with the light turning it to ash before her eyes. Without pausing to think she directed another burst at the second creature and then there was nothing but gray dirt left where the monster had been. Hook looked at her in amazement and she stared down at her own shaking hands.  
He came to her side. "That was bloody brilliant." She looked up from her hands, surprised to find him smiling despite the blood on his face and the frightening display of magic she had just unleashed. Above them, a creature screamed and began a dive. Hook gave her a smirk and gestured to the sky.  
"After you, your highness."  
She shook her head. "I can't"  
The power was gone, drained away as the need for survival was replaced by horror at what she had done. His forehead wrinkled, but he didn't argue. He gave her a grim nod and turned back toward the sky with his sword raised. While Emma admired his courage, she knew it was hopeless to stand and fight against the creatures. They needed to escape. An image flashed in her mind and without thinking, she concentrated on it, bending her magic to take her and Hook to safety.  
There was a flash and a whoosh in her ears and suddenly they were no longer under the night sky with death swooping down upon them but miles away in a hollowed out tree trunk that the bandit Snow White had once called home.  
"Bloody hell," Hook breathed into the dark.  
"Sorry, I didn't warn you. I know you hate being moved like that."  
He turned around, grinning. "Don't apologize for saving my life."  
Emma sat heavily on one of the chairs. Looking about the small, sparse hideout, she was flooded with relief. They were safe. She couldn't help but smile as she sighed. Wordlessly, Hook paced the length of the space and discovered the torches on the wall. She watched as he tried to light one using his hook and some flint he must have had in his pocket. The adrenaline was beginning to seep from her allowing her to think about what had just happened.  
"What were those creatures?"  
"They appeared to be flying monkeys," he replied, not taking his eyes from his task.  
"Zelena," she muttered darkly and frowned. The kingdom's spies had given descriptions of the witches monsters, creatures that obeyed her unquestioningly, but Emma had never expected to come across them so close to her own castle. Zelena was getting bolder. No doubt she had finally realized that Emma's magic was unreliable and that defeating Regina had been a fluke that likely couldn't be repeated. Although after tonight, and the destruction of her pets, that opinion might change.  
Emma looked down at her hands and examined them. Hook gave a satisfied grunt as a torch flared to life, but she didn't look up. She watched the light dance over her skin, its own kind of magic after the darkness. It had been too easy to summon her power, to use it without thought of the consequence. She had spent years suppressing it, using small, harmless spells and only when absolutely necessary, but now in the space of a few weeks, she had lost control twice.  
The first time had been in the forest that surrounded the Dark One's castle. Desperate to get the urn, she had tracked Hook with a locator potion, only to find him in the middle of losing a fight with the Dark One. She had heard his voice first, a mocking taunt.  
"Now you know how it feels to have your one true love gone in an instant, Crocodile."  
There had been a crash that had made Emma start running. "Go ahead. Kill me. Then I will be reunited with my Milah. Do it!" The words and the heartbroken sound of him longing for death had triggered something in Emma: panic and fear mixed with a swell of power that she hadn't felt since she was a child and Regina was threatening her parents. When she burst into the clearing to see the Dark One hurl a fireball, she had screamed something between "no" and "Killian." The magic had poured from her in a massive wave that had knocked the sorcerer out of the clearing, leaving Killian to crumple at the base of a tree with broken bones and skin seared black and red from the flames. He had cried out in pain once before passing out.  
"Where are we exactly?" Hook's voice pulled her from her thoughts. She clasped her hands but avoided meeting his eye.  
"It's one of my mother's hideouts from her days as a bandit. She keeps it stocked for when she visits. She used to bring me here when I was a child." Emma didn't mention that the place had become her personal sanctuary after Neal's betrayal.  
"Ah. Very clever choice." At the clear admiration in his voice, Emma looked up. He was beaming at her but instead of returning his smile, she frowned.  
"You're hurt."  
He brushed his fingers over the gash on his forehead and then looked at the blood smeared on them with a shrug. "It's nothing. I've had worse."  
It was true; she had seen him only a few weeks ago, nearly dead from the Dark One's magic, but that was beside the point. With a sigh, she stood and motioned for him to sit in the chair.  
"Let me look at it."  
When it seemed like he would object she narrowed her eyes. He smirked and sunk obediently into the seat, but not without first sweeping his long leather coat dramatically. She rolled her eyes and then leaned forward to inspect the wound. It was bloody and the skin was torn in a nasty slash but it didn't look serious. Still, she didn't want to leave a wound from a magical creature to fester.  
Emma glanced down only to catch Hook's green-blue eyes staring. She felt warm all over and realized that getting this close to his face had been a bad idea. She leaned away.  
"Do you have any alcohol?"  
He cocked an eyebrow and bit his lip as if stopping whatever innuendo he had on the tip of his tongue.  
"Of course, love, what kind of pirate would I be without it?" He produced a flask from his long leather coat and she took it, careful not to touch his hand.  
She turned away and looked about for something to clean the wound with, but after a quick search yielded nothing, she unwound the black scarf on her wrist and doused it in what smelled like rum.  
"Hey!" Hook protested.  
She didn't comment and moved toward him and he grumbled about wasting his rum. He tipped his head back to make the job easier for her, but still she had to stand far too close to him. She did her best to avoid meeting his eyes this time and concentrated on first cleaning away the blood.  
"I thought you were going to heal it with your magic." He was teasing but it made her flush.  
"I don't really use magic if I can help it."  
"In my experience, you use it quite often: sleeping spells, transportation, obliterating flying simians, not to mention a mesmerizing spell on an unsuspecting pirate in a tavern."  
Indignant she met his twinkling eyes and cocked eyebrow. "It was a sleeping powder, and I didn't use a spell on you in the tavern."  
He gave a low, noncommittal hum, but she refused to be drawn in. She pressed the alcohol soaked fabric to his wound and couldn't help her small smile of satisfaction when he flinched and hissed in discomfort. When he recovered from the shock, he spoke again.  
"It's curious that even with all my connections I never heard a whisper that the Princess of Misthaven had magic."  
"Like I said, I don't really use magic."  
"Why not? You clearly have a great deal of power. Given the threat Zelena poses and the lack of options at your family's disposal, wouldn't it be prudent for you to use it?"  
"It's complicated." Emma shook her head. She didn't want to have this conversation with him.  
There was a pause and she could feel him scrutinizing her. She made the mistake of glancing down and meeting his eyes. A shiver ran up her spine. That was always the danger with him: not just the physical attraction, but the way his eyes seemed to stare into her soul. She looked away, suddenly more aware of the proximity of their bodies and the pounding of her own heart.  
"Your parents didn't strike me as magic adverse. After all, both fairies and werewolves have seats in their council." Emma stubbornly ignored him and concentrated on the wound even though it was now basically clean. "Unless it isn't magic they disapprove of, but their daughter having magic?"  
Even though he spoke carefully, Emma hated him for seeing the truth so easily. As a child, she hadn't understood her parent's disapproval when she would have a burst of magic, and it had made her feel broken–unworthy to be the daughter of their perfect true love. She hadn't understood how Queen Snow had watched magic lure Regina into a loveless darkness with only power and revenge for comfort, or how she worried the same would happen to her daughter. She hadn't understood the danger contained within her. But after Regina and then Neal, Emma had come to understand and share her parent's fears. Her magic was powerful, uncontrollable, and unpredictable; it was better if she didn't use it–especially for bigger things like fighting the Wicked Witch.  
"You don't understand," she murmured and stepped back. She let her hand fall from his forehead, avoiding his all-knowing eyes.  
"Perhaps not. But I have seen the power within you, Emma, and it's nothing to be afraid of."  
"Nothing to be afraid of?" she snapped. What did he know about any of it? "It bursts out of me with no control. It kills. It hurts. Of course I am afraid of it. You should be afraid of it." Her voice climbed as her anger grew, and she paced away from him in frustration. The room was suddenly too small, and she strode to the door. She was grasping the handle before she remembered that she couldn't leave. The flying monkeys might be out there looking for them. She hit her forehead on the wood of the door and let out a sigh. She closed her eyes tight for a long moment and then turned around. Hook was watching her with a tender concern she wished she couldn't see. He stepped toward her.  
"I may not have magic, but I do know something about having something dangerous be a part of you." He gestured to his hook. She frowned, not sure what he was trying to say. "And something I have learned is that it's only dangerous if you don't learn how to use it properly. Your magic is a tool and one day you will master it, and then the only people who need fear are your enemies. And you will defeat Zelena."  
The surety and steadiness in his voice made Emma want to believe him.  
"You really think so?"  
He stepped closer, tilted his head and offered her a smile. "I have yet to see you fail."  
She searched his eyes for mockery. Because he of all people knew that she had failed. But all she saw in his blue-green depths was sincerity; he truly believed in her. He saw in her someone strong and capable of defeating the Wicked Witch. She had come into the woods angry and convinced that he had betrayed her, that he was her enemy, but now she wasn't so sure. Heat danced between them, the attraction that always blossomed eventually, and like their other meetings, Emma wanted to give in to it. He leaned forward and she licked her lips in anticipation. But then he paused, pressing his hand against his forehead as he grimaced. He stumbled into her and she reached out and caught him from falling.  
"Hook? Killian?"  
"Sorry to ruin the moment, love. But the room seems to be spinning." He smiled weakly and then winced again.  
"We need to get you to bed."  
"If the lady insists." He gave an approximation of a wicked grin but it didn't quite meet his eyes.  
She felt worry lance through her; if he was too sick to make an innuendo, something must be wrong. He leaned on her as they made their way awkwardly to the small cot against the far wall. He collapsed on it with a grunt and then heaved a deep sigh.  
"That's better. I think I will just rest my eyes." And in a few moments his body went slack with sleep. Emma leaned down and placed her hand on his forehead. He was hot, but not burning. She examined his injury but it didn't look infected. She hoped he was just exhausted. A combination of not being fully healed from the encounter with the Dark One, escaping from the castle, walking through the woods, and fighting off the flying monstrosities must have made him overtired. But just in case she performed a quick healing spell and closed the wound on his forehead. She brushed his silky hair out of his face and sighed before turning away. She would have to wait and see if he got worse, and in the meantime she was hungry.  
The food, some dried meat and old biscuits, was bland but fortifying, and while she chewed, Emma mulled over Killian's words. It was true that her family was out of options for fighting Zelena, and it was also true that her magic was very powerful. If she could overcome her fear and learn to control it, then maybe she could protect her kingdom. Neal's words on the day he left came floating back to her.  
" _Magic is evil. Power like that can't be used and not turn you evil in the process."_  
She shook away the memory, unwilling to think of that consequence when she wasn't even sure it was true. Certainly, not all magic was evil. Much of it, like transportation or locator spells, was benign and some of it, like healing spells, was helpful. As Killian had said maybe it was just a tool. She sighed, knowing there was no way she would come to a decision tonight.  
Feeling suddenly tired she put out all but one of the torches, and then sat on the bed and checked on Killian. Nothing had changed; his breathing was even, his temperature was normal, and his heartbeat was strong. As she finished taking his pulse, his hand wrapped around hers and held it fast. She tried to pull it from his grasp, but that only made him put his hand on his chest taking her hand and arm with it. He gave a wide grin and murmured something she couldn't quite understand. She shook her head and smiled.  
She probably could have extracted herself but she was too tired to fight and she assumed he would release her hand eventually. So she swung her legs up next to his, her blue leather next to his black, and lay down beside him in the cramped cot.  
His body was warm and comfortable and smelled like rum and rich leather. Soon she had drifted off into a peaceful sleep where she dreamed of sailing and a pirate that believed in her.  
Emma awoke to shafts of morning light drifting through the cracks in the wood, something heavy lying on her, and an empty cot. She sat up, her mind suddenly alert as she realized Killian was gone. Her prisoner escaped into the night while she slept, once again betraying her and proving that she couldn't–  
"Good morning, beautiful."  
Startled, she turned her head to see him lounging in the chair in his shirt and vest. Her emotions shifted from anger to relief to annoyance, and Killian must have seen it all on her face because he gave a slight chuckle.  
"Sleep well? Any pleasant dreams?"  
He winked and she laid back down with a groan. She wasn't awake enough to deal with him or any of this. She pulled the blanket over her head only to realize that it wasn't a blanket, but his leather coat.  
She sat back up and tossed the coat aside as she swung her legs to the floor. She stared down at it, gathering her thoughts. She hadn't meant to fall asleep, especially not with him, but now it was mid-morning and it would take hours to get back to the castle. She let out a quiet groan. Her parents were probably worried sick, and when she returned with Killian, it likely wouldn't ease their minds.  
She had seen the looks they had shared after she had arrived with his broken, burnt body on the back of her horse, and she had heard the questions they didn't ask when she explained why she had thought it necessary to risk the wrath of the Dark One for him. She had shared nothing of her past with the infamous pirate captain, but they seemed to know that there was a past to share and it worried them. And now, she had run after him and spent the night with him. Holding in a sigh, she looked up to find Killian watching her with mischievous eyes.  
"We need to get back to the castle," she said flatly. The glint in his eyes disappeared and his face turned expressionless.  
"Aye. I guess we should." His tone matched hers.  
"Good." She stood and made for the door not even pausing to see if he was following.  
They walked in silence for almost an hour, with Emma in the lead and Killian following ten feet behind. She did her best to concentrate only on the path and what she would tell her parents when they got to the castle, not just about Killian, but also about her decision to try and master her magic. But her thoughts kept drifting back to the man behind her, the man who had stood by her side against the flying monkeys, the man that had encouraged her to embrace her magic, the man that was willingly returning to be imprisoned. She had gone into the woods assuming they were enemies, but she wondered now if he was on her side. And the question plagued her until finally she stopped walking and turned around with her hands on her hips to confront him.  
"Why are you coming with me?"  
He stopped short. "What?"  
"Last night you ran away from the castle, but now you are coming back with me. Why?"  
"For the pleasure of your company of course." He grinned, pushed his hips forward, and took a step toward her. "Do you value your charms so little, Princess?"  
She shook her head. "Don't do that. Don't hide behind your swagger. If you are going to come back with me and not be thrown into the dungeon, I need to trust you, and to trust you I need to understand why you left."  
He grimaced and looked to the ground before scratching behind his ear. She noticed that he looked paler, almost sickly. Then he met her eyes with a steady gaze.  
"Alright. After the council meeting, it was clear that you hero types didn't have a chance, and I realized that the only way to help you defeat Zelena was to execute my plan."  
Realization dawned on Emma as she remembered him volunteering to become their spy. She held up her hand.  
"Wait. Are you saying you left so you could gather information about Zelena for us?" She wasn't sure she believed him.  
"Does that surprise you?"  
"You are a pirate." She said it with a small smile but he clenched his jaw and ducked his head.  
"Aye, that I am." Then he looked at her again and stepped closer. "But I also believe in good form. I owe you a debt for saving my life, and I always pay my debts."  
Emma swallowed thickly. His voice was so intense, so sincere, but the implication that this was all about his honor didn't ring true to her.  
"And that's it? Just repaying your debt and nothing more?"  
"Do you want it to be something more?" He stepped closer and now they were only a breath away. How had he gotten so close without her noticing? She didn't have an answer for him; she didn't know what she wanted or how she felt. She no longer doubted their connection and was willing to trust him to help her defeat Zelena, but she wasn't ready to trust him with her heart. Wordlessly, she stepped back, turned away, and continued walking.  
They hadn't gone far before she noticed Killian falling further back. Thinking he wanted space she marched on but when she looked back and couldn't see him she grew concerned. She had only taken a few steps before a scream ripped the air. It was chilling in its agony, and she started running. Another cry echoed around her and she moved faster.  
"Killian!" She stumbled upon him kneeling on the ground with his face crumpled in pain.  
"Emma stay back! I–" His word turned into a gasp and he fell forward catching himself with his hand and hook. There was a ripping sound, his leather coat tearing like tissue paper, as two giant wings erupted from his back.  
She was frozen in shock as the wings flapped. What sorcery was this?  
"The Witch I can hear– She's in my head–"  
Emma stared as he gripped his head and his face twisted in pain, and as she stared, fur began to grow on top of his stubble.  
"Run!" he yelled and she could see his teeth becoming long sharp fangs. In moments he would be a flying monkey, one of Zelena's minions and likely incapable of ignoring her commands. Emma didn't want to leave him but she had no choice.  
"I'll find you. I will defeat her and I will find you." She poured conviction into her voice and Killian looked at her with hope and gratitude. Then his eyes turned red and he let out a scream that was not human as his body completed the transformation.  
Emma closed her eyes against the horrific scene and concentrated on her magic. It came easily, gathering around her as she pictured her room in the castle. She felt the power swell inside her and she was no longer afraid; Killian had been right. She could master her magic and when she did she would be able to save her kingdom and her pirate.

-/-/-/-/-/-

Author's Note: I apologize for the long wait. Life got busy but also this chapter decided it wanted to be rewritten eight times. I think this is by far the best version so no regrets. Hopefully, YOU have no regrets about reading this and following the story. A review is always appreciated. Oh, and I am over on Tumblr under the same name if you ever want to chat there!


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